Business Payments Service

Business Booking-Commerce and Payments Collection Service

Global Business Terms & Conditions

Last Updated: August 28, 2026

These are the global terms and conditions that apply to all Businesses receiving Services from Kovena. 

1. Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings given to them below:

• 3D Secure: means that process We supply to allow the Cardholder to verify their card payment.
• Agreement: means this document and the associated terms and conditions.
• Attempted Authenticated Transaction: means a Card Transaction which You tried to authenticate using the Authentication Procedures, but We are unable to do so because at the time You tried, either: (i) the Card Issuer was not registered with the Card Schemes to participate in the Authentication Procedures; (ii) the Cardholder was not registered with the issuer to participate in the Authentication Procedures; or (iii) the Card Issuer chose to bypass Authentication.
• Authenticated Transaction: means a Card Transaction that has been authenticated using the Authentication Procedures.
• Authentication: means the process whereby the identity of a Cardholder is authenticated using Authentication Procedures such as the 3D Secure protocol, branded as Visa Secure and Mastercard Identity Check. “Authenticate”, “authenticated” and “authenticating” have similar meanings.
• Authentication Procedures: means the procedures and requirements identified by Us as being those to be followed and satisfied (respectively) when authenticating the identity of a Cardholder who wishes to use their Card to purchase goods or services from You Online.
• Authentication Request: means a request to authenticate a proposed sales Transaction using the Authentication Procedures.
• Authorisation: means, in respect of a Transaction, Our confirmation that, at the time at which confirmation is given, the Card number exists and is valid, the Card has not been reported lost or stolen or blocked for use, and that funds will be made available to cover that Transaction.
• Beneficial Owners: means an individual or, in the case of a business, the individual that owns 25% or greater of the Business.
• Bill Payment: means a purchase Transaction completed to pay a bill or invoice for goods or services already supplied.
• Booking Fee: means a fee charged by You to a Payer for booking services, which applies to all bookings regardless of the Payer’s chosen payment method. A Booking Fee is not a Surcharge Fee and is not subject to the surcharging prohibitions or restrictions set out in clause 11.
• Bureau: means that organisation that supplies to You the operational services to assist You to process a Transaction.
• Business: means those individuals or businesses/entities that provide goods and services to a Payer (including accommodation, tourism and travel service providers) and have an Agreement with Us to use Our Service to assist in the collection of their cost of goods and services and any fees and charges on their behalf.
• Card: means a physical or virtual credit, debit or pre-paid Card (as applicable) issued by a Card Issuer.
• Card Issuer: means that organisation that is a member of a Card Scheme and has the right to issue cards to sPayers.
• Cardholder: means any individual or entity to whom a Card has been issued by a Card Issuer.
• Card Scheme: means Visa or Mastercard or any other Card Scheme with whose Card Scheme rules We are obliged to comply.
• Card Scheme Rules: means the rules and regulations which regulate participants in the Card Schemes.
• Chargebacks: means those card Payments disputed by a Cardholder to their Card Issuer and notified to You by Us.
• Chargeback Guarantee Facility: means the opt-in facility offered by Us to Businesses that have been specifically approved by Us, under which We agree to cover qualifying Chargebacks in accordance with and subject to the Chargeback Guarantee Facility Terms set out in Schedule A. Kovena holds an insurance policy that enables Us to offer this facility.
• Chargeback Guarantee Facility Fee: means the additional fee charged to You for the Chargeback Guarantee Facility, as set out in the Fee Schedule. The Chargeback Guarantee Facility Fee is charged in addition to the standard Service Fee and applies to all Visa and Mastercard Transactions processed while You are opted in to the facility.
• Chargeback Guarantee Facility Terms: means the terms and conditions governing the Chargeback Guarantee Facility set out in Schedule A to this Agreement.
• Chip Card: means a Nominated Card containing a computer chip that adheres to Chip Security Standards.
• Chip Security Standards: means the security standards mandated from time to time by Card Schemes.
• Contactless Transaction: means a Payment method which allows the Point-of-Sale Equipment to process a Transaction under a defined limit without swiping or inserting a Card or entering a PIN.
• CVC2: means the Card verification code for Mastercard (3-character code printed on the signature panel of the Card).
• CVV2: means the Card verification value for Visa (3-character code printed on the signature panel of the Card).
• Domestic Debit Scheme: means the interbank proprietary debit scheme governed by that Scheme’s rules and standards.
• eCommerce Transaction: means a purchase Transaction between You and a Cardholder over the Internet.
• EOV: means “electronic offline voucher”, a process in which details of a Transaction are read and stored by the Equipment but are processed later than would be the case if the Equipment were functioning normally and regardless of whether this occurs accidentally or because of a deliberate act or omission. These Transactions are limited and subject to change. Only one EOV Transaction per card, per EOV session is permitted on each Equipment supplied.
• Equipment: means any hardware or software designed to be used to transmit, record and/or process information about Transactions. The Equipment can take the form of Point-of-Sale terminals or Merchant Software.
• Floor Limit: means the applicable dollar amount known as a “Floor Limit” for manual Transactions, notified by Us to You from time to time.
• Insurance Policy: means the credit insurance policy held by Kovena that covers qualifying chargebacks and enables Kovena to offer the Chargeback Guarantee Facility. The Insurance Policy is held for Kovena’s own benefit. You are not a party to, and have no direct rights under, the Insurance Policy.
• KYC Validation: means the process by which We validate the identities of the Beneficial Owners of the Business to ensure We are compliant with relevant Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) requirements of Our Payment Processing Provider and regulators in the countries in which We operate.
• Manual Pan: refers to Manual Primary Account Number entry, which allows manual entry of Card details into Equipment.
• Merchant Application: (also known as Business Application) means that document completed by You, either in paper form or Online, applying for the Service.
• Merchant of Record: means Kovena who acts as the merchant to accept payments via a merchant or payment facility supplied by the Payment Processing Provider. For UK and EU Businesses, the Merchant of Record concept is modified by the commercial agent arrangement set out in clauses 2.5 and 2.6 respectively, and for Australian Businesses by clause 2.7.
• Merchant Services: (also known as Business Services) means the capability supplied by Us (including through Our Payment Processing Provider) in relation to a Manual, Point of Sale, eCommerce or Online Transaction (branded as Kovena) that allows You to accept Transactions and have the value of these Transactions credited to a nominated Account.  
• Merchant Software: (also known as Business Software) means the software which We have told You is required if You wish to use Our Service.
• MOTO Transaction: means a Card Transaction involving an order for goods or services received by You by mail, facsimile, telephone, email or the internet where You manually enter the Card details into the Equipment or Merchant Software. Also known as Mail Order Telephone Order.
• Nominated Account: means the account nominated by You for processing of Settlements or Adjustments.
• Nominated Card: means a type of Card which can be authorised and settled by Us.
• Nominated Settlement Date: means the date when the funds are either cleared, the goods and services are deemed to be supplied or as agreed by Us based upon Your conditions of supply.
• Online Transaction: means a Transaction where the Internet is used as the means of processing a Payment where the goods or services are paid for in advance of delivery (eCommerce) or the Payment of an invoice or goods or services already supplied (Bill Payment).
• Payer: means those individuals or businesses/entities that have an Agreement with Us (and have accepted Our Payer Terms and Conditions) acknowledging that We are acting on behalf of the Business to use Our Service to pay a Business for their goods or services.
• Payment: means a Transaction.
• Payment Card Industry Data Security Standards (“PCI DSS”): means the standard mandated by the Card Schemes for the protection of Cardholder details, Transaction information, and any additional or replacement standards of which We advise You from time to time.
• Payment Facilitator: means that capability supplied by Our Payment Processing Provider that allows Us to on-supply card processing merchant facilities to a Business where We are licensed as a supplier of these services with the Schemes.
• Payment Processing Provider: means those organisations, including banks, that supply the underlying Payments capabilities purchased by Us and used to supply Our booking-commerce and payment collection services to You, including (without limitation):

1. In Australia, Nuvei Australia Merchant Services Pty Ltd (ABN 64 160 726 349), First Data Merchant Solutions Australia Pty. Ltd. (ABN: 51 115 245 531)   or any other entity We may nominate from time to time.
2. In New Zealand, Nuvei NZ Merchant Services Limited (NZBN 9429048556934),  First Data Merchant Solutions Australia Pty. Ltd. (ABN: 51 115 245 531),  or any other entity We may nominate from time to time.
3. In the United States of America, Airwallex or any other entity We may nominate from time to time.
4. In Vietnam, OnePay (Company No. 0102126770) or any other entity We may nominate from time to time.
5. In the United Kingdom, Nuvei Financial Services Ltd (Company No. 10873175) or any other entity We may nominate from time to time.
6. In the European Union, Nuvei Ltd  (Company No. HE129880) or any other entity We may nominate from time to time.
7. In Costa Rica, Guatemala, and Panama, Tilo Pay Commercial Solutions LTDA (Legal ID 3102833000)
8. In Latin America, Bamboo Payment Uruguay SA, or any other entity We may nominate from time to time.

• Payment Request: means Your authorisation for Us to direct debit Your nominated Scheme Card or bank account.
• PIN: means the personal identification number allocated by a Card Issuer or personally selected by a Cardholder.
• Point of Sale Transaction: means a Transaction where the Card, Cardholder, and You are all physically present at the time of the Transaction.
• Pre-authorisation: means that a Transaction that is to be processed at a later time has been authorised up to the value of the proposed Transaction.
• Receipt: means a document used to evidence a Card Transaction.
• Remote Transaction: means any Transaction undertaken where the Card is not present. Also known as “Card Not Present” or “CNP” transactions.
• Reseller: means that organisation that supplies to You the operational business software used to embed the Payment Service supplied by Us and where that organisation has an arrangement with Us to promote the Service.
• Services: means the integrated booking-commerce operation and payment collection services provided by Us to You, which may include any of the following:
  • the facilitation of Payment acceptance and settlement, where We act on Your behalf to collect the cost of goods and services and any fees and charges due to You from the Payer. The Services can be either Manual, Online or at Point of Sale via Equipment supplied by Us, and can be supplied via Us as Merchant of Record or as a Payment Facilitator;
  • booking-linked settlement governance, including timing of settlements based on booking lifecycle events (such as check-in and check-out);
  • reconciliation and financial operations services, including transaction matching, payout allocation reporting and financial reporting outputs;
  • dispute and chargeback management services, including monitoring, evidence preparation and submission processes;
  • revenue protection services, including support for no-show, cancellation and payment recovery processes;
  • business reporting and analytics relating to booking and payment performance; and
  • risk, compliance and operational controls relating to Transactions and Your use of the Service.

These services are provided as an integrated solution embedded within Your business operating software.

• Service Fee: means the fees charged to You to use the Services provided by Us. The Service Fee is not the fees and charges charged by You to the Payer.
• Settlement Account: means the bank account nominated by You within the Merchant Application for the receipt of cleared Payment settlements.
• Supplier: means any individual or business that supplies goods or services to a Payer via a Business, where the Business has collected Payment from the Payer in advance of supply.
• Supplier Guarantee List: means the list of Suppliers maintained and published by Us on the Kovena website (www.kovena.com) in respect of which the Chargeback Guarantee Facility applies. The Supplier Guarantee List is subject to change from time to time at Our discretion.
• Surcharge Fee: means any fee charged by You to a Payer to recover Your cost of accepting a particular payment method for a Transaction, where such surcharging is permitted under applicable law and Card Scheme Rules.
• Switch Provider: means any organisation with which We have a contractual relationship to process Transactions via the Point of Sale Equipment supplied by Us.
• Third Party: means that organisation that operates as a Bureau or Reseller.
• Transaction: means a pre-authorisation, sales, refund, void, reversal or cash Transaction, whether MOTO, Remote, Online or undertaken at Point of Sale.
• You/Your: means the Business identified in this Agreement and/or the Merchant Application completed by You.
• Us/We/Our: means Kovena, which operates through the following entities:

1. Kovena Pty Ltd (ACN 641 432 313) – Australia
2. Kovena Ltd (Company Number 8243606) – New Zealand
3. Kovena LLC (Control Number 22068824) – USA
4. Kovena Vietnam Ltd (Company Number 0317484085) – Vietnam
5. Kovena EU B.V. (CoC No. 97083534) – Netherlands, having its registered seat at Strevelsweg 700 303, Unit A1446, 3083 AS Rotterdam, The Netherlands
6. Kovena UK Ltd (UTR: 27708 17490) – United Kingdom

2. Contractual Relationship

2.1 General

This Agreement sets out the terms and conditions on which We provide the Services to You. By signing or indicating acceptance of the Business Application or otherwise accessing or using the Services, You agree to accept this Agreement and its associated terms and conditions.

Unless expressly stated otherwise in this Agreement, the Services are provided on a reasonable endeavours basis and do not constitute a guarantee of any particular commercial, operational or financial outcome.

You acknowledge that the Business Services are provided by Us and are optional. The Business Services are not intended to restrict a Payer from using other booking-commerce services or making payments to You via other methods.

You acknowledge that the Business Services allow You to only receive payments from those Payers that have accepted Our Payer Terms and Conditions and is part of the broader booking-commerce operations services provided by Us.

2.2 Supplementary Terms

If You are registered and/or located in Costa Rica, Guatemala, or Panama, You also agree to the terms and conditions listed at: https://connect.tilopay.com/terminos-y-condiciones/

For Businesses using the USD currency Service, You also agree to the terms and conditions listed at: https://www.airwallex.com/us/terms/kovena

For Businesses that have been specifically offered and have opted into the Chargeback Guarantee Facility, the additional terms and conditions set out in Schedule A to this Agreement also apply. By accepting or using the Chargeback Guarantee Facility You agree to be bound by Schedule A.

2.3 Commercial Agent Arrangement

The commercial agent arrangement is applicable to Businesses in all jurisdictions, with jurisdiction-specific provisions for Australia, the United Kingdom and the European Union. Where any provision of this Agreement conflicts with a more specific provision, the more specific provision prevails.

2.3.1 Appointment.  

You appoint the applicable Kovena entity identified in clause 2.3.6 (referred to in this clause as the “Kovena Agent”) as Your commercial agent for the purpose of negotiating and concluding sales with, and accepting and receiving payments from, Payers on Your behalf in respect of those sales, together with the provision of integrated booking-commerce operations services including: settlement governance aligned to the booking lifecycle; reconciliation and financial operations; dispute and chargeback management; revenue protection; business reporting and insights; and risk, compliance and controls operations.

The scope of the commercial agent relationship encompasses the full suite of booking-commerce services described in this Agreement and is not limited to the acceptance or processing of Payments.

2.3.2 Authority. 

You expressly authorise the Kovena Agent to:

(a)  bind You in respect of sales to Payers as Your agent;

(b)  accept payments from Payers as Your agent; and

(c)  conclude the sale with Payers, including receipt of payment in satisfaction of the Payer’s payment obligations to You.

2.3.3 Payment Satisfaction.  

You agree that once a Payer has paid the Kovena Agent (acting as Your commercial agent), the Payer’s payment obligation to You under the relevant sale is satisfied in full, even if Kovena has not yet settled funds with You.

2.3.4 Sole agency of Business.  

You acknowledge and agree that the Kovena Agent:

(a)  acts solely as Your commercial agent and does not act as agent for, nor on behalf of, any Payer in respect of any Payment or Booking; and

(b)  does not provide payment services to Payers, nor act as agent of any Payer
in respect of any payment or Booking transaction.

2.3.5 Nature of Services.  

You acknowledge that the Services provided by Kovena form an integrated booking-commerce operations solution embedded within Your business systems and are not limited to the processing of Payments. The commercial relationship between You and Kovena is a lasting commercial relationship intended to extend beyond incidental transactions and to encompass the full operational lifecycle of Your bookings, including the service components set out in clause 2.3.1 above.

2.3.6 Transaction scope.

(a)  The commercial agent arrangement in this clause 2.3 applies to Online Transactions and MOTO Transactions.

(b)  For Businesses registered and/or located in the United Kingdom or a member state of the European Union: this commercial agent arrangement does not extend to Point of Sale Transactions. 

(c)  For Businesses registered and/or located in Australia: Point of Sale Transactions are provided by Kovena as Merchant of Record through a Payment Facilitator arrangement and are not governed by this commercial agent arrangement. Such transactions are subject to the general payment processing provisions of this Agreement.

2.3.7 Regulatory basis.  

You acknowledge that Kovena acts solely as agent of the Business in respect of Payments and is not the agent of any Payer:

(a)  (United Kingdom)  The arrangement is intended to qualify for the commercial agent exclusion under paragraph 2(b) of Part 2 of Schedule 1 to the Payment Services Regulations 2017 (UK PSR 2017), which excludes from the scope of regulated payment services: payment transactions through a commercial agent authorised to negotiate or conclude the sale or purchase of goods or services on behalf of only the payer or only the payee (but not both). Kovena acts solely as agent of the Business (payee) and not the Payer (payer), consistent with this requirement. 

(b) (European Union) The arrangement is intended to qualify for the commercial agent exclusion under Article 3(b) of Directive (EU) 2015/2366 (PSD2), as implemented in applicable EU member state law. Where Kovena EU B.V. operates from the Netherlands, the relevant implementing provision is Article 1:5a(2)(b) of the Dutch Financial Supervision Act (Wet op het financieel toezicht, Wft). This exclusion requires that: (i) Kovena is authorised by agreement to negotiate or conclude the sale or purchase of goods or services; (ii) Kovena acts on behalf of the Business only and not the Payer; and (iii) the commercial relationship encompasses more than the mere facilitation of payments. The description of services in clauses 2.3.1 and 2.3.5 is intended to reflect and substantiate requirement (iii). Where a Business is located in an EU member state other than the Netherlands, the same substantive exclusion applies but under the local implementing legislation for that member state.

(c)  (Australia)  The arrangement is intended to reflect the nature of Kovena’s role as commercial agent of the Business, consistent with the commercial agent exemption available under the Corporations Act 2001 (Cth) as amended by applicable payment system regulations (including the Treasury Laws Amendment (Payments System Modernisation) Regulations 2026), and to establish that Kovena’s receipt of funds from Payers in its capacity as commercial agent of the Business does not constitute the provision of a “designated service” by Kovena for the purposes of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).

3. Commencement of Agreement

You agree to be bound by the terms and conditions of this Agreement once You have been advised in writing that Your Business Application to be a Business has been approved.

4. Variations and Amendments to the Terms and Conditions

We may vary these terms and conditions, inclusive of the Service Fees, with 14 days’ notice by email to the contact details supplied by You in the Business Application. The updated terms and conditions will also be displayed on Our website (www.kovena.com). You shall be deemed to have accepted any variations or amendments unless You inform Us in writing at support@kovena.com of Your refusal to accept the variation or amendment within 14 days of its publication and Our notification to You. If You refuse to accept the variation or amendment, we will terminate this Agreement and may, at Our sole discretion, enter into a new Agreement with You.

5. Your General Obligations to Us

You must immediately notify Us of:

• any change to Your financial position which may affect Your ability to perform Your obligations under this Agreement; and
• any change in business address, business name, ownership or any substantial change in the type of goods and services You sell.

Unless approved by Us, You must:

• only use the Service for Payments where You are the seller and supplier of goods and/or services;
• not use Our Service on behalf of a third party unless You have an Agreement to resell, distribute or retail their products or services;
• allow Our employees, contractors, sub-contractors or agents, or those of Our Payment Processing Provider or any Card Scheme, to enter Your premises during normal business hours to check Your compliance with this Agreement or the Card Scheme and Payment Processing Provider rules;
• provide Us with all information and assistance We reasonably require to perform Our obligations and to deal with any queries in relation to Our provision of Our Service; and
• comply with all relevant Laws and contractual requirements in carrying on Your business.

5A. Short-Term Rental Accommodation Regulatory Compliance

This clause applies where You use Our Services in connection with the provision of short-term rental accommodation, including holiday lettings, vacation rentals, serviced apartments, and any other accommodation that meets the definition of Short-Term Rental Accommodation under the applicable regulation.

• (a) Your responsibility. You are solely responsible for understanding and complying with all applicable laws, regulations, planning requirements, and local government rules relating to short-term rental accommodation in each jurisdiction where You operate. This includes any requirement to register Your property, obtain planning approval or development consent, hold a licence or permit, or comply with a code of conduct, before listing, advertising or accepting bookings for short-term accommodation.
• (b) Australian state and territory requirements. Without limiting paragraph (a), if You operate in Australia, You must comply with all applicable state and territory short-term rental accommodation (STRA) frameworks.

6. Booking-Commerce and Payment Collection Services

You acknowledge and agree that:

• the Services provided by Us include a range of commercial, operational and technology services supporting Your business operations;
• such services are designed to support Your ability to manage bookings, revenue, settlement, reconciliation and Payer interactions; and
• the acceptance and processing of Payments is ancillary to and forms part of these broader services.

We make available to You the ability to receive Payment for goods and services (supplied by You to Your Payers).

The Payment channels We support are as follows:

• Online;
• MOTO; and
• Point of Sale (Australia only).

The Payment types We support are as follows:

• Online: Credit Card (Visa and Mastercard); Debit Card (Visa and Mastercard); Charge Card (Amex) – US only.
• Online (Australia only): Buy Now Pay Later – Afterpay (e-commerce API).
• Point of Sale (Australia only): Credit Card (Visa and Mastercard); Debit Card (Visa and Mastercard); Google Pay; Apple Pay; Proprietary domestic EFTPOS debit card.

The Transaction types We support are as follows:

• Online: Purchase; Pre-authorisation/capture; Refund; Void; Tokenisation; 3D Secure.
• Point of Sale (Australia only): Purchase; Pre-authorisation/capture; Refund; 3D Secure.

We accept Payments from Payers on Your behalf, at Our sole discretion, through whichever Kovena entity and payment arrangement (as Merchant of Record or Payment Facilitator) is best suited to clear and settle the relevant Payment with Our Payment Processing Provider.

The features and functionality may change, and You will be advised of any changes relevant to Your Service.

7. Authorisation and Authentication

You acknowledge and agree that obtaining Authorisation for a Transaction is not a guarantee of Payment. An Authorisation only confirms that at the time the Authorisation was obtained the Card number existed and is valid, has not currently been listed as lost or stolen and has sufficient funds to cover the Transaction. It does not guarantee that the person using the Card is the genuine Cardholder or that they are creditworthy.

You must, without limitation to the remainder of this clause, comply with any Authorisation Procedures We advise, and:

• for a Point of Sale Transaction, obtain prior Authorisation where: (i) the embossed account number on the Card is different from the printed account number; (ii) You suspect that a signature is forged; (iii) the Nominated Card signature panel is blank; or (iv) We have told You not to accept the Nominated Card;
• for an eCommerce Transaction, submit the expiry date of the Nominated Card and Card security code to Us, identify the Transaction as an eCommerce Transaction and seek Authorisation using the applicable Equipment;
• for a MOTO, eCommerce or Online Transaction requiring goods or services to be supplied, You may obtain a Pre-Authorisation from Us up to seven (7) days before the date on which the goods or services are actually supplied. If Your delivery of merchandise is not completed or services are not performed within seven (7) days of the date of such Authorisation, then that Authorisation will have expired and a fresh Authorisation must be obtained for the balance of the Transaction in respect of which delivery of the goods and services have not yet been performed;
• Transactions on contactless Cards, at Point of Sale, are subject to a contactless limit and an accumulated contactless limit allowing a number of low value Transactions to be authorised offline before the accumulated limit is reached. If either of these limits is reached, Transactions on contactless Card Transactions must be authorised electronically and You may be prompted to swipe or insert the Card and obtain a signature or PIN. You will not be able to override either of these limits;
• a Point of Sale Transaction, Online or eCommerce Transaction will usually process an Authorisation Request automatically. If, for any reason, such Transactions are not processed automatically, You must obtain Authorisation by another method;
• use reasonable care to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card or PINs;
• notify Us if You become aware of or suspect fraud on the part of a Cardholder or account holder;
• not deliberately reduce the value of any one Transaction below Your Floor Limit by splitting a Transaction into two or more Transactions or by allowing a Cardholder or account holder to purchase items separately;
• not state or set a minimum or maximum amount for a Transaction;
• not request a Cardholder to reveal their PIN;
• not accept any Transaction involving a Card or bank account if You are aware that a previous Transaction involving that card or account has been fraudulently used or has resulted in a Chargeback or dispute;
• contact Us for instructions if the identification of a Cardholder or bank account holder or the validity of the Nominated Card or bank account is uncertain; and
• implement all measures requested by Us to reduce the potential for fraud, or to be Card Scheme or Payment Processing Provider compliant, including 2 Factor Authentication tools such as 3D Secure.

8. Online Authentication

Where You are operating an Online, Bill Payment or eCommerce-based Business Services supplied by Us to You, You acknowledge that You:

• have had Your Payment processing systems, Equipment and those of any Bureau, third party or Reseller You wish to use approved by Us;
• maintain and operate the Business Software in accordance with all the requirements which We the Card Schemes or Payment Processing Provider have notified to You;
• keep any password We give You secure and do not disclose it to any third party who has not been authorised by Us or You, and comply with all manuals, guides or directions We the Card Schemes or Payment Processing Provider give You from time to time regarding the Authentication Procedures;
• unless We agree otherwise, send Us an Authentication Request each time a Cardholder or bank account holder wishes to purchase goods or services from You on Your website using their Card or bank account;
• carry out any additional Authorisation procedures which arise out of Authenticated Transactions and of which We advise You in writing from time to time;
• immediately take action to remedy any default or non-compliance of which You become aware and promptly notify Us of when You expect to be able to remedy the default or comply;
• We may, at Our discretion, require You to support and use Online Authentication programmes including Visa Secure and/or Mastercard Identity Check.

You must not:

• change Your Payment processing systems, Equipment or any Bureau or Third Party You use for the purposes of the Authentication Procedures unless We have first approved the proposed change to any of them; or
• use or alter any logos, names, trademarks, get-ups or holograms for a Card Scheme or Payment Processing Provider for or in relation to the Authentication Procedures without Our prior written consent.

If You send Us either an Authenticated Transaction or an Attempted Authenticated Transaction which We then authorise and process, We will typically not charge it back to You on the basis that the Cardholder or bank account holder claims that they were not the person who purchased goods and services from You on Your website. Note that in rare instances the Issuer may not accept the Authentication; in these instances, We will charge it back.

If You send Us either a Non-authenticated Transaction or an Unavailable for Authentication Transaction, We may at Our absolute discretion decide to accept the Transaction for processing and, if We do: (i) We will process it as though You were not participating in the Authentication Procedures and the usual Chargeback or dispute provisions will apply; and (ii) You acknowledge and agree that We may, but are not obliged to, accept any further such Transactions from You for processing.

You must not accept a failed Authenticated Transaction for processing. You acknowledge and agree that the Authentication Procedures are based on Card Scheme or Payment Processing Provider rules which may vary from time to time, and You agree to promptly comply with any variations which are initiated by the Card Schemes or Payment Processing Provider or are introduced by Us and of which You are notified in writing by either Us the Card Schemes or the Payment Processing Provider

Any fines or similar costs imposed on Us by a Card Scheme or Payment Processing Provider because of Your conduct arising out of the Authentication Procedures are payable by You as a fine in accordance with this Agreement. We are not liable for any loss or damage (including indirect and consequential) You suffer or incur as a result of Your participation in the Authentication Procedures, except to the extent Your loss or damage was caused by Our negligent or fraudulent acts or omissions. Any use by You of a Reseller, Third Party or Bureau (including without limitation an Internet service provider or technology support provider for the purposes of the Authentication Procedures) is at Your risk.

We may decide to suspend or terminate Your participation in the Authentication Procedures at Our absolute discretion. Once You no longer receive Online Business Services from Us, You no longer are entitled to participate in the Authentication Procedures and must immediately destroy the password and any other materials, including without limitation any guides and manuals, regarding the Authentication Procedures which We have given You.

9. Point of Sale Transactions (Australia Only)

When undertaking a Point-of-Sale Transaction You must:

• enable a Card to be read by the Equipment supplied as part of the Business Service by either contactless reading of the Card chip; swipe or insert it, following any prompts, including those indicating the need for a PIN and/or signature; or insert a chip Card into Your Point of Sale terminal if it can read chip Cards;
• where a signature is required, verify that the signature on a Nominated Card matches the signature (if any) on the Voucher or Receipt;
• if the signature panel on a Nominated Card is blank, in addition to obtaining Authorisation for the Transaction, ask the Cardholder for additional identification information (but not record it); if You are satisfied the information is true and correct, ask the Cardholder to sign the Nominated Card;
• verify that the Cardholder resembles the person in any photograph intended for identification on the Nominated Card; and
• offer and, unless the Cardholder indicates otherwise, give the Cardholder a copy of the Receipt immediately after completing the Transaction.

10. Remote, MOTO or Manual Transactions

Where You are required to process a Remote, MOTO or Manual Transaction You must:

• take reasonable steps to verify the identity of the person You are dealing with, in order to confirm that they are the genuine Cardholder or bank account holder, including by observing and implementing the recommendations in any fraud prevention guide We provide You; and
• record reasonable identification details of the person You are dealing with, as well as the commencement and expiry dates of the Nominated Card and verification numbers.

11. Surcharging

Surcharging laws and Card Scheme Rules relating to surcharges vary by jurisdiction. You are responsible for complying with the surcharging laws and Card Scheme Rules applicable in the country or region where You operate. We will provide reasonable guidance and assistance to You on the surcharging requirements applicable to Your jurisdiction upon request.

In particular:

• United Kingdom and European Union: surcharging on consumer credit card, consumer debit card or equivalent payment method payments is prohibited by law (including under the UK Payment Services Regulations 2017, the EU Payment Services Directive (PSD2), and the EU Interchange Fee Regulation). UK and EU Businesses must not impose a Surcharge Fee on Payers.

Australia – Surcharging (Australian Businesses only)

The following provisions apply only to Businesses registered and/or located in Australia and, for those Businesses, replace the Australia-specific surcharging position set out above.

(a) For the purposes of these Australian provisions, a Surcharge Fee includes any fee, charge or additional amount imposed, directly or indirectly, on a Payer because the Payer elects to make payment using a particular Card, Card Scheme or payment method, regardless of how that fee, charge or amount is described. A genuine booking fee, service fee, weekend or public holiday surcharge or other general fee that is not imposed because of the payment method used is not a Surcharge Fee.

(b) Until and including 30 September 2026, if You impose a Surcharge Fee, You must:

(i) ensure that the Surcharge Fee is permitted under applicable laws, Card Scheme Rules and Our operating procedures;

(ii) not impose a Surcharge Fee exceeding the amount permitted under Standard No. 3 of 2016 or any other applicable law or Card Scheme Rule;

(iii) clearly disclose the Surcharge Fee to the Payer before the Transaction is processed; and

(iv) include the Surcharge Fee in the relevant Transaction and not process it as a separate Transaction.

(c) You must not impose, advertise, charge, collect or attempt to collect a Surcharge Fee in connection with:

(i) any eftpos, Mastercard or Visa debit, prepaid or credit Card Transaction processed on or after 1 October 2026; or

(ii) any other Card Transaction, or Transaction using another payment method, processed on or after the date specified in a written notice from Us, where a Surcharge Fee is prohibited by applicable laws, Card Scheme Rules, Our operating procedures or Our acceptance requirements.

(d) Paragraph (c) of this clause does not prohibit a Surcharge Fee to the extent that the Surcharge Fee:

(i) is expressly permitted by applicable law or regulation;

(ii) complies with the relevant Card Scheme Rules and Our operating procedures; and

(iii) has been approved by Us in writing.

(e) Before a prohibition under paragraph (c) of this clause takes effect, You must:

(i) disable all Surcharge Fee settings on Your Equipment, point-of-sale systems, website, payment pages, invoicing systems and any other hardware, software, application or integration used by You to process Transactions;

(ii) ensure that each third-party service provider used by You has disabled any applicable Surcharge Fee functionality; and

(iii) update Your prices, invoices, receipts, signage, website and Payer communications as necessary to comply with the prohibition.

(f) We may disable or prevent the application of a Surcharge Fee through any Equipment, online payment interface or other system controlled by Us where reasonably necessary to comply with applicable laws, Card Scheme Rules, Our operating procedures or Our acceptance requirements. To the extent permitted by law, We are not liable for any loss of Surcharge Fee revenue resulting from doing so.

(g) If You impose a Surcharge Fee in breach of this clause, You must:

(i) promptly refund the Surcharge Fee to the affected Payer;

(ii) provide Us with any information and evidence We reasonably request concerning the Surcharge Fee and its refund; and

(iii) indemnify Us against any fines, penalties, costs, losses or liabilities reasonably incurred by Us to the extent caused by Your breach of this clause.

(h) Booking Fees (Australia): You may charge Payers a Booking Fee that applies to all bookings regardless of the Payer’s chosen payment method. A Booking Fee is not a Surcharge Fee and is not subject to the surcharging prohibitions or restrictions in this clause. If You charge a Booking Fee, it must be clearly disclosed to Payers as part of the advertised total price before they select a payment method. A Booking Fee must not be structured to circumvent applicable surcharging laws or Card Scheme Rules.

• New Zealand: surcharging is permitted but subject to Commerce Commission guidance. Any Surcharge Fee must reasonably reflect the actual cost of the payment method used.
• United States: surcharging rules vary by state and are also governed by Card Scheme Rules. Some states prohibit surcharging. Where surcharging is permitted, Card Scheme disclosure and registration requirements must be followed. We will advise You of applicable requirements.
• Vietnam and other jurisdictions: local laws and Card Scheme Rules apply. Contact Us for guidance on surcharging requirements in Your jurisdiction.

Where surcharging is permitted under applicable laws and Card Scheme Rules in Your jurisdiction, and if You choose to charge a Surcharge Fee to a Payer, You must ensure:

• the Surcharge Fee is disclosed to the Payer before the Transaction is completed, and the Payer is given a genuine opportunity to cancel the Transaction;
• the Surcharge Fee is included as part of the total Transaction amount and is not collected separately;
• the Surcharge Fee bears a reasonable relationship to Your actual cost of accepting the relevant payment method for the Transaction;
• the Surcharge Fee is applied on a flat rate or percentage basis;
• You comply with all applicable laws, Card Scheme Rules, and any industry-specific or jurisdiction-specific surcharging requirements notified to You by Us from time to time; and
• You do not describe the Surcharge Fee as or inform the Payer that the Surcharge Fee is applied by, a Card Scheme, Us or a third-party financial institution.

If You are uncertain whether surcharging is permitted in Your jurisdiction, or what limits apply, You should seek Our guidance before imposing any Surcharge Fee on Payers. We accept no liability for any fines, penalties or costs You incur as a result of surcharging in breach of applicable laws or Card Scheme Rules.

11A. Afterpay Buy Now Pay Later Service (Australia Only)

Afterpay is available as a payment method for Online Transactions processed for Australian Businesses only. We have entered into an agreement with Afterpay Australia Pty Ltd under which We provide Afterpay to You as a Business. By accepting Afterpay payments through Our Services You agree to comply with the obligations set out in this clause.

No surcharging: You must not increase the sale price, charge an additional fee, or otherwise impose any surcharge or additional cost on a Payer because they elect to pay using Afterpay. You must not treat Afterpay purchases differently from purchases made by other payment methods in terms of pricing.

Parity of placement: Where You offer any other buy now pay later or instalment payment service, Afterpay must be displayed with at least equal prominence at checkout alongside other available payment methods.

Display: You must display Afterpay marks, logos and promotional materials in accordance with the brand guidelines provided by Us from time to time. You must not use Afterpay’s name or marks in marketing materials without prior written approval from Us or Afterpay.

Refunds and returns: Your refund and return policies must apply equally to Afterpay purchases. You must not treat a Payer differently or refuse a return or refund because they paid using Afterpay.

Delivery: For online Afterpay purchases, goods must be delivered to the Payer within 14 days of purchase, or in the case of services, within 90 days, unless otherwise agreed in writing with Us. If You become aware that delivery will not occur within these timeframes, You must notify Us promptly.

Fees: The fee applicable to Afterpay transactions is set out in clause 38 (Fee Schedule). Afterpay is available for Online Transactions only and is not available for Point of Sale Transactions.  Afterpay does not return the fees charged on the original transaction where there is a transaction refund to the Payer.  We are unable to refund the original fee to You in the event of a Payer transaction refund.

12. Refunds

You must, unless otherwise consented to by Us:

• establish a fair policy which is the same for every payment type and which is disclosed to Payer at the time of purchase for dealing with refunds and disputes about Transactions;
• control and be responsible for the security of the passwords, access codes, Cards or any other facility provided by Us to enable You to process refunds;
• only process a Transaction as a refund if it is a genuine refund to a Payer of a valid sales Transaction;
• if You process a refund Transaction, process it to the same Card or bank account that was used in the original sales Transaction and ensure it is no greater than the original sale amount of the goods or service the subject of the refund; and
• not give refunds for Transactions by means of cash or cheque (check).

13. Equipment

For Transactions using Equipment, You must:

• comply with the relevant Equipment user guide;
• only use Equipment certified by Us or the Switch Provider and that complies with the standards set by the Card Schemes or Payment Processing Provider;
• ensure that You use Equipment only as permitted by Your Agreement with Us;
• without limiting any other clause of this Agreement, allow Our employees, contractors, subcontractors, agents or Resellers to enter Your premises as reasonably required by Us during normal business hours to install, inspect, maintain and remove Equipment We own or supply;
• process all Transactions by reading Card data with the Equipment;
• if keying Card details into the Equipment (Manual Pan entry), control and be responsible for the security of such manual key entry; and
• not deliberately engineer a situation in which a Transaction must be processed through an EOV, whether by interfering with the Equipment or otherwise.

14. Equipment Supplied

Where We supply Your Equipment:

• You must have the Equipment that We require from time to time. You may obtain Equipment from Us or from others provided the Equipment is certified by Us or the Switch Provider;
• You may use Equipment to accept Nominated Cards for: (i) transmitting Transaction information to Us and anyone else approved by Us; (ii) enabling a Cardholder to debit their account; (iii) crediting funds to a Cardholder’s account and debiting Your account if a Cardholder is receiving a refund where the Cardholder paid using a Nominated Card (Refunds); or (iv) any other purpose approved by Us, but not using the Equipment for any other purpose; and
• Equipment We own and which We have sent to You always remains Our property. If You neglect, misuse, lose or damage Our Equipment, We may charge You the full cost of any necessary repairs or replacements. We may choose whether Equipment should be repaired or replaced. We may reasonably determine the replacement value at Our sole discretion.

15. Business Software Supplied

Where We supply Your Business Software to undertake Transactions or operate Our Business Services:

• You must comply with any additional terms and conditions We prescribe from time to time in relation to the Business Software which We supply, or arrange to supply;
• We will not be responsible in any way for anything which may arise from Your use of, or inability to use, the Business Software which We supply or arrange to supply; and
• if You use the Business Software which We supply or arrange to supply, You must display (on the page of Your website used by the Payer to communicate Payment details), in relation to the Business Software, such logos as We give You, in the size and location prescribed by Us.

16. Online or eCommerce Website Requirements

When operating a website, at Your expense, to undertake Online or eCommerce Transactions utilising the Business Services supplied by Us to You, You must:

• prior to commencing live operation, successfully test all Transaction use cases. We reserve the right to audit these tests and, if they are deemed by Us to be unsatisfactory or the Online or eCommerce capability is operating incorrectly, We may request You to fix and re-test all or part of the capability;
• provide Us reasonable access to view, monitor and audit the pages of Your website. You also agree that We may, at Our discretion, periodically have a Card Scheme or Payment Processing Provider endorsed third party review Your website to ensure compliance with any relevant Laws or Card Scheme or Payment Processing Provider rules;
• ensure that Your website does not contain any material in breach of any applicable law;
• agree that We may, using a Card Scheme or Payment Processing Provider endorsed and certified third party, periodically perform information security or vulnerability scans on Your website and/or servers to ensure that You are complying with generally accepted data security standards, including but not limited to PCI DSS;
• inform Us, within a reasonable time, if You make any substantive changes to Your website related to Your Online or eCommerce capability; and
• make alterations to Your Transaction acceptance policies and procedures, including alterations to Your website, as We may require to ensure You remain in compliance with the Card Scheme and Payment Processing Provider rules.

You must, before You accept any Online or eCommerce Transactions over the Internet via the Business Services supplied by Us, maintain a website which clearly displays the following information:

• Your registered business name, company number, registered address, trading name, trading address and contact details, inclusive of email and contact phone or mobile number;
• confirmation that Your business name corresponds with the name of Your website and the name that will appear on Payer statements and as advised on the Transaction Receipt;
• a complete description of the goods and services available for purchase on Your website with the price in Your local currency;
• Your purchasing terms and conditions;
• Your policies for privacy, returns, refunds, cancellation and data security;
• a capability for Payers to confirm acceptance of the terms and conditions upon purchase of goods or services;
• the choice of Payment brands by showing the Nominated payment types brand mark in full colour; and
• any other information which We may require by notification to You to be displayed from time to time.

17. Receipts

Where You are required to supply a Receipt for a Transaction, the information contained on it must be identical with the information on any other copy and must legibly include the:

• amount;
• date and time (if practicable);
• description of any goods or services sold sufficient to identify them;
• details of any cash provided;
• Card or Payment Scheme;
• Card or bank account number (in truncated form);
• Cardholder or bank account holder name;
• terminal number (if any);
• merchant number;
• Transaction Authorisation number (if any);
• signature of the Cardholder or bank account holder for a Point of Sale Transaction (unless a PIN is used instead of a signature), such signature having been verified by You with reference to the signature on the Card or bank account;
• Card expiration date;
• for Chip Card Transactions, all requirements of the Card Schemes of which We notify You;
• Surcharge Fee (if any), included in the Transaction; and
• all other requirements of the Card Schemes, Payment Processing Provider or Us of which We notify You from time to time.

For Online or eCommerce Transactions, You must also include:

• Your name, recognisable to the Payer; (trading name)
• Payer service contact information;
• terms and conditions of sale, if restricted, including details of any restrictions on returns, refunds or cancellation;
• whether the Transaction is a debit or credit Transaction;
• Your website address; and
• a unique order identification number (as determined by You).

For a Point of Sale Transaction, You must offer the Cardholder a copy of the Receipt immediately after completing the Transaction. For an Online or eCommerce Transaction, You must offer the Cardholder a copy of the Receipt immediately following completion of the Transaction. The Receipt may be sent by email, text, SMS, facsimile or by post. If a link to a website is provided, You must provide clear instructions to the Cardholder for accessing the Receipt on the website. For a Remote Transaction (other than one which is an Online or eCommerce Transaction), You must give the Cardholder a copy of the Receipt as soon as is reasonably possible after one is requested by the Cardholder; in addition, You must write “MO” for a mail order or facsimile order and “TO” for a telephone order on the signature line of the Receipt.

You must not require a Cardholder to sign a Transaction Receipt until the final Transaction amount is entered on the Receipt.

You must retain for at least thirteen (13) months after a Transaction: (i) for a Point of Sale Transaction, the original Receipt; or (ii) for a Remote or MOTO Transaction, the Receipt and any document which is evidence of the Cardholder’s request to You to charge amounts through the Nominated Card. 

18. Using a Third Party, Bureau or Reseller

If You choose to use a Third Party, Bureau or Reseller in connection with the transmission of information or Transactions to Us, You must:

• notify Us in writing before You commence, or change, using such Third Party, Bureau or Reseller;
• give Us such information as We may reasonably require in relation to that Third Party, Bureau or Reseller;
• only use a Third Party, Bureau or Reseller that We have approved;
• ensure that any Third Party, Bureau or Reseller You use has and maintains a certification Agreement with Us or any other Agreement We require.

Any Third Party, Bureau or Reseller You use is at Your cost and risk. You acknowledge and agree that We are not liable or responsible for any losses, claims, damages, costs or expenses suffered by You (including consequential loss) arising from or in connection with any act or failure to act by Your Third Party, Bureau or Reseller in connection with a Transaction or the Merchant Services.

You acknowledge that if You use a Third Party, Bureau or Reseller in connection with informing Us about Transactions: (i) We may register Your Third Party, Bureau or Reseller as a third party processor with the Card Schemes; and (ii) We are entitled to rely on any information or instructions that We receive from that Third Party, Bureau or Reseller on Your behalf as if such information or instructions were received from You.

Should a Third Party, Bureau or Reseller cease operating or if We no longer approve a Third Party, Bureau or Reseller, We will no longer accept Transactions sent by that Third Party, Bureau or Reseller. We will not be responsible for any ongoing costs, including migration costs, arising from Us no longer receiving or accepting Transactions sent by a Third Party, Bureau or Reseller. All such costs will be Your responsibility.

It is Your responsibility to ensure that any Third Party, Bureau or Reseller which You use complies with the terms and conditions contained in this Agreement when conducting any Transaction on Your behalf, as if it were bound by those terms and conditions.

19. Settlements

We facilitate the settlement of the Transaction to You (net of Our Service Fees or any Refunds or adjustments) utilising the details registered by You within the completed Merchant Application.

Once the Merchant Application has been accepted and/or signed by You, You will be able to start processing Transactions from Payers. We will only disburse the funds once You have completed Our KYC Verification and credit underwriting processes. If You have not supplied the documentation necessary to complete these KYC Verification and credit underwriting processes within 21 days of the Agreement being signed, or if Your account accumulates AUD $50,000 in value, We will temporarily suspend Your Service until Your KYC Verification is complete. In the event that You fail Our KYC Verification or credit underwriting processes, We will refund all charges back to the Cardholder. It will then be Your responsibility to collect the funds from the Payer.

Settlements will be credited to Your nominated Settlement Account within 1–3 business days of Your Nominated Settlement Date.

20. Adjustments

We may from time to time debit or credit You any adjustments in respect of Transactions made due to:

• errors or omissions;
• Transactions initiated without a valid Payer authorisation, or Transactions that are later dishonoured, invalid or unauthorised; or
• fees, charges or fines (inclusive of legal costs) incurred by Us (directly or indirectly) as a result of Your conduct which in turn results in Transactions being made that are illegal, brand damaging or cause Us to not be PCI DSS compliant.

The adjustments will either be processed by offsetting against Your settlement or by debiting Your Nominated Account.

21. Dishonoured or Declined Payments

From time to time Payments from a Payer will be declined or dishonoured by their Card Issuer. These Payments will be notified to You by Us. You may need to initiate a catch-up Payment with Your Payer once they have resolved the reason for the dishonour or decline. Catch-up Payments can be initiated via the Reseller’s website or operational software or by contacting Your Payer.

If, in the rare instance, a dishonoured Payment has been notified to Us after it has been credited to Your nominated Settlement Account, We will notify You of the dishonour by email and reverse the Payment the following banking day either by offsetting from Your settlement or debiting from Your Nominated Account.

22. Voided, Stopped, Deferred, Reversed and Refunded Payments

Card Payments cannot be stopped or voided once processed and settled; they can only be refunded. Refunds can take up to 5 days to be received by the Payer depending on the Card Issuer. Payments that have not yet been settled can be voided. Any scheduled Payments can be voided, stopped or deferred before processing by accessing the Reseller website or their operating business software.

23. Disputes and Chargebacks

Payments processed and settled into Your Settlement Account are on the basis that You have provided goods and services as agreed with the Payer.

If there is a dispute by the Payer that You either:

• did not supply the goods and services as agreed;
• supplied goods and services that were faulty or of poor quality;
• charged for goods and services that were not authorised by the Cardholder; or
• processed an invalid Transaction,

We will request and You will supply within 2 business days proof of supply and authorisation. Proof may include, but is not limited to:

• proof that the Cardholder purchased Your goods or services (e.g. an Online booking or signed contract);
• proof that the Cardholder accepted the terms and conditions of the goods and services You supply, inclusive of any cancellation, refunds and damage policies You may have; and
• proof that the Cardholder used or received the goods or services You supplied (e.g. checking in and checking out, including any signatures and/or identification documents supplied).

Upon notification of a Chargeback by Our Payment Processing Provider, We will notify You and hold those funds under dispute until the resolution process is completed. This proof, supplied by You, will be provided by Us to Our Payment Processing Provider. If this proof is rejected by Our Payment Processing Provider as not acceptable, We will notify You of the failed dispute and either net the Chargeback and associated Chargeback fees from Your next settlement or debit the Chargeback and fees from Your Nominated Account. You will need to recover the Payment from Your Payer via other means.

Chargebacks can occur up to 180 days from the date of supply. It is therefore necessary to keep and record proof and authorisation for at least 180 days from supply.

If Your goods and services are regularly disputed, We will officially inform You of the need to rectify the issues causing these disputes. If these issues are not rectified, We may, at Our sole discretion, suspend or terminate Your Agreement with Us. We reserve the right to hold settlement funds in cases where We are awaiting the result of ongoing Chargeback claims, or if We have reason to believe there are upcoming Chargebacks going to be filed against You.

Where You have been approved for and have opted into the Chargeback Guarantee Facility, and a Chargeback meets the qualifying conditions set out in Schedule A, We will cover that Chargeback in accordance with, and subject to the limitations and timeframes set out in, Schedule A. The Chargeback Guarantee Facility does not alter Your obligations to assist Us in defending Chargebacks under this clause.

24. Supply of Goods and Services

We assist in the transfer of value from the Payer to You, the Business, under the Payer’s authorisation as part of the broader Services provided by Us to You. We do not guarantee that the Payer will pay, or that any Transaction, settlement, recovery action, reconciliation process, dispute process or revenue protection workflow will receive any specific result, and We will not be liable for the costs associated with the recovery of any debt incurred including:

• legal costs to recover fees and charges for goods or services supplied; and
• legal costs, fees or fines charged to You due to the non-supply or poor condition of any goods or services supplied.

25. Invalid Payments

A Payment is invalid if:

• it is illegal;
• the card details that were used are not valid at the time of the Payment;
• the card is used without the authority of the Cardholder;
• the signature/acceptance on the Merchant Application is forged or unauthorised; or
• the Merchant Application is incomplete, inaccurate or illegible.

26. Payment Card Industry Data Security Standard (PCI DSS)

Although Our Services remove a portion of Your PCI DSS compliance efforts, You acknowledge and agree that:

• You have processes and procedures in place, where relevant, to be PCI DSS compliant in Your own right;
• You will complete any verification documents or questionnaires sent by Us to You within 2 weeks confirming You are PCI DSS compliant;
• We are obliged to report all card data breach events to the Card Schemes, law enforcement agencies and/or regulators. You grant consent for the release of details of any such card data breach;
• You will advise Us immediately if You become aware of any card data breach, whether suspected, potential, anticipated, attempted or actual, relating to Cardholder data held by You or on Your behalf;
• if We become aware of, or suspect, any such card data breach, We may, in Our sole discretion, appoint an investigator to complete a forensic investigation to identify the source and scope of such card data breach;
• You will provide full access to Your systems, databases and premises and will arrange for access to any third party systems, databases and premises that You use in the provision of Your goods and/or services to Us and Our data breach investigators;
• You will be liable for all costs incurred by Us in relation to such investigation and remediation of any data breach confirmed by Us or Our investigator;
• where any breach is confirmed by Us or Our investigator, then in order to continue processing Card Transactions, You must undergo a full PCI DSS accreditation by an approved Qualified Security Assessor (QSA). All costs of this accreditation exercise must be paid by You; and
• if You fail to comply with this clause, or if there is any breach relating to Cardholder data held by You, We may terminate the Merchant Service and You are liable for any fines, fees or charges (inclusive of legal costs) or other costs imposed upon Us by the Payment Facilitator or Card Schemes.

27. Your Obligations to Cardholders

Subject to the provisions of this Agreement, You:

• must perform all obligations (including, without limitation, supplying or agreeing to supply all goods and/or services) to the Cardholder in connection with a sale before processing a Payment;
• must not sell, purchase, provide or exchange any Cardholder data with any person other than Us, the Payment Processing Provider, the Card Issuer or as required by Law;
• when a document is used to hold Cardholder card data and is no longer required to be retained, must destroy it in a manner which makes the Cardholder card data unreadable;
• must take reasonable steps to ensure that Cardholder data is protected from misuse and loss and from unauthorised access, modification or disclosure;
• must not indicate or imply that We or any Card Scheme endorse any goods or services;
• must not accept a card or a Payment Transaction which is of a type We have previously advised You is not acceptable to Us;
• must provide sufficient training to Your employees, contractors and other personnel to ensure You meet Your obligations under this Agreement;
• must prominently and unequivocally inform the Cardholder that We are providing the Payment processing Service;
• must provide, when selling, a complete description of the goods and services available for purchase (inclusive of price, terms and conditions, refunds, cancellation and return policies) and provide the Payer an opportunity to indicate acceptance;
• must provide the Payer with a Receipt that confirms their Payment for goods and services and includes but is not limited to Your business details, Your trading details, any costs, fees or charges incurred, the Payment method used and any authorisation details supplied by the Service to You. In the case of Online Payments the Receipt should be supplied immediately upon completion of the Payment;
• must not accept a Nominated Card in a Credit Card Transaction for giving a Cardholder cash;
• must not, in relation to any valid and acceptable Nominated Card used in a debit Card Transaction for giving a Cardholder cash, charge a fee for that Transaction.
• must ensure that the Payer knows and acknowledges (via accepting Our Payer Terms and Conditions) that We are acting on Your behalf to conclude the sale and collect payment due to You for Your supplied goods and services.

28. Terminating an Agreement

Either You or We may terminate this Agreement by giving the other 30 days written notice. The notice does not need to state the reason for terminating this Agreement. The termination of this Agreement does not affect any of Your or Our rights and obligations that arose before it ended.

We may terminate this Agreement immediately with or without notice if:

• You breach any of the conditions of this Agreement;
• You become bankrupt or insolvent, or have an official manager, receiver or manager appointed and there are proceedings to wind You up;
• You go into liquidation;
• You enter into an arrangement or composition with Your creditors; or
• You cease doing business.

29. VAT or GST

The provisions of this clause apply only where a supply under this Agreement constitutes a taxable supply under the appropriate VAT/GST regulations in the country where the Payments were processed. Except as otherwise provided by this clause, all consideration payable under this Agreement in relation to any supply is exclusive of VAT/GST.

To the extent that any supply under this Agreement constitutes a taxable supply, the consideration payable by You to Us will be increased by the applicable amount of VAT/GST, which shall be calculated by multiplying the amount upon which VAT/GST is payable by the prevailing rate of VAT/GST.

We must provide to You a valid Tax Invoice at or prior to the time of Payment of any VAT/GST amount. To the extent that any adjustment occurs in relation to a Taxable Supply, We must issue an Adjustment Note to You within 7 days of becoming aware of the Adjustment, and any Payment necessary to give effect to such Adjustment must be made within 7 days after the date of Receipt of the Adjustment Note.

30. Privacy

We will:

• only use personal information collected from or about You or any of Your Payers for the purpose for which it was collected;
• comply with all legislation, principles, industry codes and policies by which We are bound relating to the collection, use, disclosure, storage or granting of access rights to Your or Your Payers’ information, including but not limited to applicable country-specific privacy legislation, the UK Data Protection Act 2018 and UK GDPR for UK Businesses, and the EU General Data Protection Regulation (Regulation (EU) 2016/679) for EU Businesses;
• obtain all necessary consents from You or Your Payers in order to comply with Our privacy obligations; and
• not do anything with Your or Your Payers’ information that will cause You to breach Your obligations under any law.

We indemnify You and agree to keep You indemnified against any losses that You may suffer or incur (either directly or indirectly) which arise out of a breach by Us of any of Our obligations under this privacy clause.

Full details of Our privacy policy can be found at https://kovena.com/privacy-policy/.

31. Default and Remedy

If You consider that We have failed to perform the Services in accordance with this Agreement, You must notify Us in writing of the alleged failure in reasonable detail.

Following such notice, You shall allow Us a reasonable period of not less than 30 days (or such shorter period as is reasonable in the circumstances) to investigate and, where possible, remedy the relevant failure. We shall not be in default in respect of any alleged failure to perform the Services unless and until such notice has been given and the period has expired without the relevant failure having been remedied.

You agree to cooperate with Us and to take reasonable steps to mitigate any loss, including by allowing Us a reasonable opportunity to remedy any failure. This clause shall not apply where performance is permanently impossible.

32. Liability

Except as expressly provided to the contrary in this Agreement, all terms, conditions, warranties, undertakings, inducements or representations, whether expressed, implied, statutory or otherwise, relating in any way to the Services or to this Agreement, are excluded to the maximum extent permitted by law.

Nothing in this Agreement excludes or limits any liability which cannot lawfully be excluded or limited, including liability arising from fraud, wilful misconduct or gross negligence by Us or Our senior management (the “Excluded Liabilities”). Any liability of Ours under this Agreement shall be subject to clause 31 (Default and Remedy).

Subject to the foregoing:

• We shall not be liable to You for any indirect, incidental, special, punitive or consequential loss or damage, or for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of anticipated savings, or loss or corruption of data, whether arising in contract, tort (including negligence) or otherwise; and
• Our aggregate liability arising out of or in connection with this Agreement and the Services, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Service Fees paid or payable by You to Us in the 12 months preceding the event giving rise to the claim, or the equivalent of EUR 50,000 in Your local currency, whichever is lower.

We provide the Services on a reasonable endeavours basis only. Except where expressly stated otherwise in this Agreement, We do not warrant or guarantee uninterrupted availability, error-free performance, successful payment acceptance, successful settlement, successful dispute outcomes, recovery outcomes, fraud prevention outcomes, reporting accuracy in all circumstances, or any specific commercial or operational result.

You must take reasonable steps to mitigate any loss or damage suffered by You in connection with the Services or this Agreement. You warrant that You have not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of Us which has not been stated expressly in this Agreement or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by Us.

Additional UK provision: For UK Businesses, where any statute implies in this Agreement any term, condition or warranty that the statute avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of, or liability under, such term, condition or warranty, such term, condition or warranty shall be deemed to be included in this Agreement. However, the liability of Us for any breach of such term, condition or warranty shall be limited, at Our option, to: (i) the supplying of the Services again; (ii) the Payment of the cost of having the Services supplied again; or (iii) the refunding to You of any Payment received in relation to any defective Services. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under the laws of England and Wales, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Additional AU provision: For Businesses registered and/or located in Australia, where any legislation, including the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), implies in this Agreement any term, condition or warranty that such legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such term, condition or warranty, such term, condition or warranty shall be deemed to be included in this Agreement. However, Our liability for any breach of such term, condition or warranty shall be limited, at Our option, to: (i) the supplying of the Services again; (ii) the payment of the cost of having the Services supplied again; or (iii) the refunding to You of any amounts paid in relation to the defective Services. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable Australian law, including liability arising under the Australian Consumer Law.

33. Claims Procedure and Limitation Period

Any claim by You arising out of or in connection with this Agreement or the Services must be notified to Us in writing as soon as reasonably practicable and, in any event, no later than 30 days after You became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.

No legal proceedings may be commenced by You unless commenced within 12 months after the date on which the relevant claim arose, except to the extent such limitation is not permitted by applicable law.

34. Force Majeure

We shall not be liable for any failure or delay in performing the Services to the extent caused by events beyond Our reasonable control, including acts or omissions of Card Schemes, issuers, acquirers, Payment Processing Providers, banks, telecommunications failures, cyber incidents, internet outages, power failures, regulatory action, fraud events, industrial disputes, natural disasters or other force majeure events.

Where such an event occurs, We may suspend, delay or modify the affected Services for the duration of the relevant event and for such period as is reasonably necessary to restore normal operations.

35. Third Party Dependencies

You acknowledge that the Services depend on third party providers and infrastructure, including Payment Processing Providers, Card Schemes, Resellers, software platforms, banks, acquirers, networks and technology providers. We remain responsible for Our own obligations under this Agreement, but do not guarantee the performance, availability or acts or omissions of such third parties, except to the extent expressly stated otherwise in this Agreement.

36. Governing Law and Jurisdiction

The governing law and jurisdiction applicable to this Agreement depend on the country or region in which You are registered and/or located, as follows:

36.1 UK Businesses

For Businesses registered and/or located in the United Kingdom, this Agreement will be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with this Agreement. Nothing in this clause shall limit Our right to seek interim or conservatory relief in any competent jurisdiction.

36.2 EU Businesses

For Businesses registered and/or located in the European Union, this Agreement will be governed by and construed in accordance with the laws of The Netherlands. The courts of Amsterdam, The Netherlands, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Nothing in this clause shall limit Our right to seek interim or conservatory relief in any competent jurisdiction.

36.3 All other Businesses

For all other Businesses, this Agreement will be governed by and construed in accordance with the laws of Australia. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts and tribunals of Australia and waive any right to object to proceedings being brought in those courts or tribunals.

37. Service Request Drawings (Direct Debit – Australia Only)

You agree that:

• We will debit all fees, charges, adjustments, refunds or Card Scheme fines from the Account You nominate in the Merchant Application if these Transactions cannot be recovered from Your settlement on that day.

Credit and debit card drawings will be processed via merchant facilities supplied by Our Payment Facilities Provider. The merchant facilities will be owned and operated by Us.

Bank account direct debit drawings will be processed by Our Payment Facilities Provider in Your country of residence. You request and authorise Us to:

• direct debit Your bank account using direct debit user 
  • ID 488299 (supplied by GoCardless Ltd) – Australia only
  • ID 1220559 (supplied by GoCardless Ltd) – New Zealand only

Drawings made by Us will occur:

• when You specifically authorise Us to debit Your Account;
• when a payment that has been credited to Your Account is subsequently dishonoured, charged back or deemed to be invalid or unauthorised; or
• when You owe Us fees or charges.

If a drawing falls on a day that is not a Business Day, it will be debited from Your Account on the next Business Day.

Drawing Arrangements

The drawings under this Service Request will occur:

• when a Payment that has been credited to Your nominated Settlement Account is subsequently dishonoured, deemed to be invalid or unauthorised and We were not able to recover the Payment from Your settlement; or
• when You specifically authorise Us to.

We will give You 14 days notice in writing of any changes to the initial drawing arrangements. If You wish to discuss or dispute the notified changes with Us, email support@kovena.com and We will get back to You within 48 hours.

Your Rights as a Business

Changes to the arrangement: If You want to make changes to the drawing arrangement, email Us at support@kovena.com with a request for change. Changes may include deferring the arrangement, altering the arrangement, stopping a single drawing, suspending the arrangement for a period of time, or cancelling the arrangement completely. We will reply to Your email request within 48 hours.

Enquiries: If You have any drawing-specific enquiries, You can either go to the Help section of Our website at www.kovena.com, or email Us at support@kovena.com. We will reply to any email enquiry within 48 hours. All communications should include Your business name, Your contact details (name, email and mobile), and Your enquiry.

Disputes: If You believe that a drawing has been initiated incorrectly, We encourage You to take the matter up directly with Us first by emailing Us at support@kovena.com. We will reply to any email enquiry within 48 hours. If You do not receive a satisfactory response from Us within 14 days, contact the organisation that supplied Your Nominated Account who will respond to You with an answer to Your claim. You will receive a refund of the drawing amount if We cannot substantiate the reason for the drawing. Note: Your Nominated Account supplier will ask You to contact Us to resolve Your disputed drawing prior to involving them.

Your Commitment to Us

It is Your responsibility to ensure that:

• Your Nominated Account can accept these drawings (Your Nominated Account supplier can confirm this);
• on the drawing date there is sufficient cleared funds in the Nominated Account; and
• You advise Us if the Nominated Account is transferred, closed or expired.

If Your drawing is dishonoured by Your Nominated Account supplier, then:

• You may be charged a fee and/or interest by Your Nominated Account supplier;
• You will be emailed by Us informing You of the decline and that We will represent the drawing in seven (7) days;
• if the second drawing is declined again, You will receive a second email from Us informing You of the second decline and that We will represent the drawing for the final time in seven (7) days; and
• should the final drawing decline again, then Your Service may be terminated, Your debt may be sold to a debt recovery agency, We may notify credit agencies of Your default, and We may charge You for any cost of collecting this debt.

38. Fee Schedule

The standard fees for the Service are non-refundable. The fees can be absorbed by You or can be partially or fully on-charged to Your Payer at time of payment.

You acknowledge that the fees set out in this clause constitute consideration for the Services as a whole, including payment acceptance and settlement as well as the broader booking-commerce operations services provided by Us to You in connection with the underlying booking.

Unless otherwise stated, the retail fees associated with Your account are as follows:

Australian based merchants

• 1.8% for domestic cards
• 3.9% for international cards
• 3.9% for Apple Pay and Google Pay transactions
• 5.5% for Afterpay

New Zealand based merchants

• 2.4% for domestic cards
• 3.9% for international cards
• 3.9% for Apple Pay and Google Pay transactions

USA based merchants

• 2.9% for domestic cards
• 3.9% for international cards

UK based merchants

• 1.5% + £0.05 for domestic cards
• 3% + £0.05 for international cards

EU countries with EUR based merchants

• 1.5% + €0.05 for domestic cards
• 3% + €0.05 for international cards

Vietnam based merchants

• 2.9% for domestic cards
• 3.9% for international cards

Costa Rica based merchants

• 3.9% for all cards

Pacific Island based merchants

• 3.9% for all cards, plus any FX fees incurred during the time of payout if not receiving funds in AUD.

All other merchants

• 3.9% for all cards, plus any FX fees incurred during the time of payout if not receiving funds in AUD.

Schedule A — Chargeback Guarantee Facility Terms

These Chargeback Guarantee Facility Terms (“Schedule A”) apply to Businesses that have been enrolled in Kovena’s Chargeback Guarantee Facility. Capitalised terms used in this Schedule have the meanings given in the main Agreement.

A1. Eligibility 

The Chargeback Guarantee Facility is provided by Us to You.  The facility remains available to Businesses that  continue to comply with their obligations under the main Agreement and this Schedule.

We may at any time and at Our reasonable discretion withdraw Our offer of the Chargeback Guarantee Facility to a Business, including where Our Insurance Policy no longer covers that Business or the relevant Supplier.

A2. What the Chargeback Guarantee Facility Covers

Subject to the conditions, exclusions and limits in this Schedule, where You have opted in, We will cover a Chargeback where all of the following conditions are met:

• (a) the Transaction is valid and has been authorised;
• (b) the Chargeback has arisen because a Supplier listed on the Supplier Guarantee List at the time of the Transaction has become insolvent, entered administration or receivership, or has been wound up, and as a result was unable to supply the product or service to the Payer or to provide a refund;
• (c) the Supplier was listed on the Supplier Guarantee List at the time the Transaction was processed;
• (d) the product or service was not related to travel to a destination on Your government’s “Do Not Travel” list at the time of the Transaction;
• (e) the Transaction was processed using a Visa or Mastercard;
• (f) You have complied with all of Your obligations under the main Agreement and this Schedule in relation to the Transaction and the Chargeback dispute process; and
• (g) the Chargeback reason code is one of the eligible reason codes set out on Our website, as updated from time to time.

Kovena holds an insurance policy that enables Us to offer this facility. Our ability to cover Chargebacks under this Schedule depends on Our ability to recover under that Insurance Policy.

A3. What the Chargeback Guarantee Facility Does Not Cover

We will not cover a Chargeback under this facility where:

• (a) the Transaction was processed after the Supplier became insolvent, entered administration or receivership;
• (b) the Supplier’s failure to supply was due to reasons other than insolvency, administration, receivership or winding up (including where a solvent Supplier simply fails to deliver);
• (c) the Chargeback was caused or contributed to by: war between major powers (United Kingdom, USA, France, Russia, China); nuclear, radioactive, chemical or biological weapons-related events; or civil war;
• (d) You have not provided all reasonable assistance to defend the Chargeback in accordance with Card Scheme rules and Our reasonable requests;
• (e) You have failed to provide a copy of Your current financial statements or other information reasonably requested by Us in connection with a claim;
• (f) the Chargeback relates to fraud or fraudulent use of a payment card;
• (g) We are unable to recover the Chargeback loss under Our Insurance Policy for any reason, including where an applicable policy limit has been exhausted, the claim is not accepted by Our insurer, or Our Insurance Policy is not in force at the relevant time. Where this occurs, We may exercise Our rights to recover the Chargeback from You under the main Agreement.

A4. Limits of the Chargeback Guarantee Facility

The following limits apply to Our obligations under this facility:

• (a) Policy limit: Our maximum aggregate liability under this facility in any policy period is limited to the amount We are able to recover under Our Insurance Policy. The current total policy limit is AUD $2,000,000, subject to country-specific sub-limits.
• (b) Each and Every First Loss: We retain the first AUD $10,000 of each qualifying loss event. This amount is not covered by the Chargeback Guarantee Facility and is borne by Us.
• (c) Insured percentage: Our Insurance Policy indemnifies Us for 90% of eligible losses above the First Loss retention. The remaining 10% is retained by Us. The Chargeback Guarantee Facility covers 100% of Your eligible Chargeback — the 90%/10% split is an internal matter between Kovena and Our insurer and does not affect Your entitlement under this facility, except to the extent the total policy limit has been exhausted.
• (d) Merchant Credit Limit: Each Business is assigned a Merchant Credit Limit, which caps Our maximum exposure under the facility in respect of that Business. We will notify You of Your Merchant Credit Limit. Our insurer may reduce or remove a Merchant Credit Limit on 2 business days’ notice, in which case We will notify You promptly.
• (e) Country limits: Coverage is subject to country-specific limits based on the country of the Supplier. Details of current country limits are available from Us on request.

A5. Timing of Reimbursement

Where a Chargeback is covered under this facility:

• (a) You must notify Us of any qualifying Chargeback as soon as practicable and in any event within 5 business days of receiving notification of the Chargeback from Us.
• (b) We will assess Your claim and notify You of Our determination within 10 business days of receiving all required documentation from You.
• (c) Subject to the claim being accepted under Our Insurance Policy, reimbursement will be made within 45 days of the Chargeback being notified to You by Us. Where Our insurer’s assessment takes longer, We will notify You and provide a revised timeline. We are not liable for any delay caused by Our insurer’s claims process.

A6. Supplier Guarantee List

The Supplier Guarantee List is published on the Kovena website (www.kovena.com) and is maintained by Us in accordance with Our Insurance Policy requirements.

It is Your responsibility to check the Supplier Guarantee List regularly and to ensure You understand which Suppliers are covered at the time of processing a Transaction. The list is subject to change at any time. A Supplier being added to the list after a Transaction has been processed does not extend coverage to that Transaction retrospectively.

A7. Your Obligations

To maintain eligibility for the Chargeback Guarantee Facility You must:

• (a) continue to pay the Chargeback Guarantee Facility Fee;
• (b) promptly notify Us of any Chargeback or potential Chargeback that may qualify under this facility, providing all relevant transaction details;
• (c) provide all reasonable assistance and documentation required to defend the Chargeback under Card Scheme rules and to support any claim We make under Our Insurance Policy, including providing financial statements or other records if reasonably requested;
• (d) not make any admission of liability or enter into any settlement in relation to a potential covered Chargeback without Our prior written consent; and
• (e) co-operate with Us and any third party We nominate in connection with any claim We make under Our Insurance Policy in respect of Your Chargebacks.

A8. Suspension and Termination of the Chargeback Guarantee Facility

We may suspend or terminate Your access to the Chargeback Guarantee Facility at any time, with reasonable notice where practicable, if:

(a) You fail to pay the Chargeback Guarantee Facility Fee;

(b) Your coverage becomes unavailable under Our Insurance Policy ;

(c) You breach any of Your obligations under this Schedule or the main Agreement; or

(d) Our Insurance Policy is terminated, lapses or its coverage is materially amended such that We can no longer support the facility.

Termination of the Chargeback Guarantee Facility does not affect any claim that arose in respect of a Transaction processed before termination, provided the relevant Chargeback is notified to Us within 180 days of the date of supply of the relevant goods or services.

— End of Document —